As filed with the Securities and Exchange Commission on January 17, 1995
                                                 Registration No. ________

               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549



                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                
                                
                         UAL CORPORATION
     (Exact name of registrant as specified in its charter)

                 Delaware                        36-2675207
      (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)          Identification No.)
                                
                                
   1200 E. Algonquin Road, Elk Grove Township, Illinois  60007
       (Address of Principal Executive Offices; Zip Code)
                                
                                
                                
                  United Air Lines, Inc. Ground
            Employees' 401(k) Retirement Savings Plan
                    (Full title of the Plan)
                                
                                
                                
                    Francesca M. Maher, Esq.
          Vice President - Law and Corporate Secretary
                         UAL Corporation
                         P. O. Box 66100
                     Chicago, Illinois 60666
                        (708) 952-4000
    (Name, address and telephone number of agent for service)
                                

<TABLE>                                
<CAPTION>
                                
                 Calculation of Registration Fee
<S>               <C>      <C>          <C>           <C>
Title of          Amount   Proposed     Proposed      Amount of
Securities        to be    Maximum      Maximum Ag-   Registra-
to be Registered  Regis-   Offering     gregate       tion Fee
                  tered    Price per    Offering      
                           unit         Price
                                    
Common Stock,     75,000   $93.50 (2)   $7,012,500    $2,418.10 (2)
par value $.01    shares
per share                                       
(including                 
Series C Junior                         
Participating                           
Preferred Stock)
(1)
</TABLE>


(1)    Prior to the occurrence of certain events, the Series C
Junior Participating Preferred Stock (the "Rights") will not be
evidenced separately from the Common Stock, $.01 par value (the
"Common Stock").  The value attributable to the Rights, if any,
is reflected in the value of the Common Stock.
(2)    Pursuant to Rule 457(h) and 457(c), the registration fee
was calculated based on the average of the high and low prices of
the Registrant's Common Stock on the New York Stock Exchange,
Inc. on January 11, 1995.

                           
                           
                           
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     Each of UAL Corporation (the "Company") and the
United Air Lines, Inc. Ground Employees' 401(k)
Retirement Savings Plan (the "Plan") hereby
incorporates by reference in this registration
statement (the "Registration Statement"), the following
documents filed with the Securities and Exchange
Commission by the Company pursuant to the Securities
Exchange Act of 1934, as amended:


       (1)  The Company's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1993, as
       amended (File No. 1-6033).

       (2)  The Plan's Annual Report on Form 11-K for
       the fiscal year ended November 30, 1993.

       (3)  The Company's Quarterly Reports on Form 10-
       Q for the quarters ended March 31, 1994, as
       amended, June 30, 1994 and September 30, 1994.

       (4)  The Company's Current Reports on Form 8-K
       dated February 4, 1994 (three reports), March
       25, 1994 (two reports), April 27, 1994, April
       28, 1994, May 3, 1994, June 2, 1994, June 10,
       1994, June 15, 1994, June 29, 1994, July 8,
       1994, July 11, 1994 and July 12, 1994 (two
       reports).

       (5)  A description of the Company's Common Stock
       and the Rights that are attached to the Common
       Stock, as contained in the Company's Form 8-A
       dated July 5, 1994, as amended by the Company's
       Form 8-A/A dated July 12, 1994, and in the
       Company's Proxy Statement/Joint Prospectus
       dated June 10, 1994 filed pursuant to Rule
       424(b) under the Securities Act of 1933, as
       amended, under the caption "DESCRIPTION OF
       SECURITIES - the Common Stock, the Series A
       Preferred Stock and the Junior Participating
       Preferred Stock."

          All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein by the
Company and the Plan and to be a part hereof from the
date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein by the Company and the
Plan shall be deemed to be modified or superseded for
purposes of this registration statement to the extent
that a statement contained herein or in any other
subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be
deemed, except as so modified or superseded, to
constitute a part of this registration statement.

     Item 4.  Description of Securities.

          Not Applicable.
     
     Item 5.   Interests of Named Experts and Counsel.

          Not Applicable. 

     Item 6.   Indemnification of Directors and Officers.

     Limitation of Liability of Directors

          The Company's Restated Certificate of
Incorporation provides that no director of the Company
will be personally liable to the Company or its
stockholders for monetary damages for any breach of
fiduciary duty by such director as a director, except
for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law ("DGCL") or
(iv) for any transaction from which the director
derived an improper personal benefit.

          The above provision is intended to afford
directors additional protection and limit their
potential liability from suits alleging a breach of the
duty of care by a director.  As a result of the
inclusion of such a provision, stockholders may be
unable to recover monetary damages against directors
for actions taken by them that constitute negligence or
gross negligence or that are otherwise in violation of
their fiduciary duty of care, although it may be
possible to obtain injunctive or other equitable relief
with respect to such actions.  If equitable remedies
are found not to be available to stockholders in any
particular situation, stockholders may not have an
effective remedy against a director in connection with
such conduct.

     Indemnification of Directors and Officers

          The Company's Restated Certificate of
Incorporation provides that directors and officers of
the Company shall be indemnified against liabilities
arising from their service as directors and officers to
the full extent permitted by law.

          Section 145 of the DGCL empowers a
corporation to indemnify any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation or enterprise, against expenses
(including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.


          Section 145 also empowers a corporation to
indemnify any person who was or is a party or is
threatened to be made a party to any threatened,
pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of
the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or
settlement of such action or suit if he acted under
similar standards, except that no such indemnification
may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be
liable to the corporation unless, and only to the
extent that, the Court of Chancery or the court in
which such action was brought shall determine that
despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

          Section 145 further provides that to the
extent that a director or officer of a corporation has
been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any
claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith;
that indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and that the
corporation is empowered to purchase and maintain
insurance on behalf of a director or officer of the
corporation against any liability asserted against him
and incurred by him in any such capacity, or arising
out of his status as such, whether or not the
corporation would have the power to indemnify him
against such liabilities under Section 145.

          The Company has purchased directors' and
officers' liability insurance covering certain
liabilities incurred by its directors and officers in
connection with the performance of their duties.

     Item 7.   Exemption From Registration Claimed.

          Not Applicable.

     Item 8.   Exhibits.

         Exhibit No.         Description

               23.1      Consent of Arthur Andersen LLP

               24.1      Power of Attorney (included on the
                         signature page of the Registration
                         Statement)

     Registrant undertakes to have the Plan, as
amended, submitted to the Internal Revenue Service in a
timely manner and to make all changes required by the
Internal Revenue Service in order to maintain the
qualification of the Plan under Section 401 of the
Internal Revenue Code of 1986.


     Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

  (a)(1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:

          (i)  To include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts
     or events arising after the effective date of the
     registration statement (or the most recent post-
     effective amendment thereof) which, individually
     or in the aggregate, represent a fundamental
     change in the information set forth in the
     registration statement;

          (iii) To include any material information
     with respect to the plan of distribution not
     previously disclosed in the registration statement
     or any material change to such information in the
     registration statement;

provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement.

     (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.

     (3)  To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

  (b)  The undersigned registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.

  (c)  Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of
the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.

                      SIGNATURES

     Pursuant to the requirements of the Securities Act
of 1933,  the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly
authorized, in Elk Grove Township, Illinois, on this
17th day of January, 1995.


                              UAL CORPORATION

                              By:    /s/ Douglas A. Hacker

                              Name:  Douglas A. Hacker
                              Title:  Senior Vice President -
                                      Finance

                   POWER OF ATTORNEY

Each person whose signature appears below hereby
constitutes and appoints Gerald Greenwald and Douglas
A. Hacker, and each of them, the true and lawful
attorneys-in-fact and agents for the undersigned, with
full power of substitution and resubstitution, for and
in the name, place and stead of the undersigned, in any
and all capacities, to sign any and all amendments
(including post-effective amendments) to this
Registration Statement, and to file the same, with any
and all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority
to do and perform each and every act and thing
requisite and necessary or desirable to be done in and
about the premises, as fully to all intents and
purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may have done, or may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed
below by the following persons in the capacities and on
the date indicated.


    Signature                 Title                  Date



/s/ Gerald Greenwald      Director, and         January 17, 1995
Gerald Greenwald          Chairman and
                          Chief Executive
                          Officer



/s/ Douglas A. Hacker     Principal             January 17, 1995
Douglas A. Hacker         accounting
                          officer and
                          principal
                          financial
                          officer


/s/ John A. Edwardson     Director              January 17, 1995
John A. Edwardson

                          

/s/ Duane D. Fitzgerald   Director              January 5, 1995
Duane D. Fitzgerald



/s/ Richard D. McCormick  Director              January 5, 1995
Richard D. McCormick
                                                
                                                
                                                
/s/ John F. McGillicuddy  Director              January 8, 1995
John F. McGillicuddy



/s/ James J. O'Connor     Director              January 17, 1995
James J. O'Connor



/s/ Harlow Osteboe        Director              January 17, 1995
Harlow Osteboe
                                                


/s/ John F. Peterpaul     Director              January 17, 1995
John F. Peterpaul



/s/ Paul E. Tierney       Director              January 17, 1995
Paul E. Tierney, Jr.



/s/ John K. Van de Kamp   Director              January 17, 1995
John K. Van de Kamp



/s/ Joseph V. Vittoria    Director              January 5, 1995
Joseph V. Vittoria



/s/ Paul A. Volcker       Director              January 5, 1995
Paul A. Volcker


     Pursuant to the requirements of the Securities Act
of 1933, United Air Lines, Inc. Pension and Welfare
Plans Administration Committee, the administrator of
the Plan, has duly caused this Registration Statement
on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Elk Grove
Township, Illinois, on this 17th day of January, 1995.



                                   PENSION AND WELFARE PLANS
                                   ADMINISTRATION COMMITTEE



                                   By: /s/ Paul G. George

                                   Name: Paul G. George
                                   Title: Chairman


EXHIBIT INDEX



Exhibit No.    Description


23.1           Consent of Arthur Andersen LLP

24.1           Power of Attorney (included on the signature
               page of the Registration Statement)





                                           Exhibit 23.1




       CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



     As independent public accountants, we hereby
consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 23, 1994 included in the UAL Corporation
Annual Report on Form 10-K for the year ended December
31, 1993, as amended, and of our report dated May 23,
1994 included in the United Air Lines, Inc. Ground
Employees' 401(k) Retirement Savings Plan Annual Report
on Form 11-K for the year ended November 30, 1993, and
to all references to our Firm included in this
Registration Statement on Form S-8.


                                   /s/ Arthur Andersen LLP

                                   Arthur Andersen LLP




Chicago, Illinois
January 17, 1995